1.1.    License to the Platform. Subject to the terms of the Agreement and your strict compliance with it, Gecko hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited license during the Term to download, install, and use the Platform for your personal, non-commercial use on a device owned or otherwise controlled by you (“Device”) strictly in accordance with the Documentation, strictly in accordance with this Agreement.

1.2.    Access to the content. Subject to the terms of the Agreement and your strict compliance with it, including, if applicable, the requirement of a subscription (the “Subscription”) and complete payment of corresponding Fees, Gecko will grant you a non-exclusive, non-transferable, limited and revocable right to access and use the content of the Platform and its features, including to control the connected probe and manage the spa, during the Subscription term, solely for your personal, non-commercial use, strictly in accordance with this Agreement. For clarity, you understand that, while you might be able to download and install the Platform, you may be required to pay specific Fees to access certain or all of its content or features.

2.1.    Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by Gecko, you shall not, at any time, directly or indirectly: (i) copy the Platform or the Documentation, in whole or in part; (ii) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (iv) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform or Documentation, including any copy thereof; (v) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform or Documentation, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time, including by service bureau, time-sharing or other way; (vi) use any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; (vii) use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in this Agreement, without Gecko’s prior written consent; (viii) frame, mirror, or otherwise incorporate the Platform or any portion of the Platform as part of any other mobile application, website, or service; (ix) use the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the platform; (x) use the Platform contrary to the Documentation; (xi) probe, scan, vulnerability test or bypass any security mechanism used by websites, servers or networks connected to the Platform or remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; (xii) access (and attempt to access) or use the data of other authorized users through the Platform; (xiv) provide your passwords, access or other connection information to the Platform to third parties; (xv) access or use the Platform to create a similar or competing platform or service; or (xvi) use the Platform or the Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.

2.2.    Suspension of the Platform. Notwithstanding anything to the contrary in this Agreement, Gecko may temporarily suspend your access and/or license to any portion or all of the Platform if Gecko reasonably determines that: (i) there is a threat or attack on any component of the Platform; (ii) your use of the Platform disrupts or poses a security risk to the Platform or to any other use of the Platform or client of Gecko; (iii) you are using the Platform for fraudulent or illegal activities; (iv) your use of the Platform is prohibited by applicable laws; or (v) your use of the Platform is in breach with the provisions of the present Agreement (each, a “Suspension”). Gecko shall use commercially reasonable efforts to provide you with a written notice of any Suspension and to provide you with updates regarding resumption of access to the Platform following any Suspension. Gecko shall use commercially reasonable efforts to resume providing access to the Platform as soon as reasonably possible after the event giving rise to the Suspension is cured. Gecko shall have no liability for any damage, liabilities, losses (including any loss of profits), or any other consequences that you may incur as a result of a Suspension.

2.3.    Compliance Measures. The Platform may contain technological copy protection or other security features designed to prevent unauthorized uses of the Platform, including features to protect against uses of the Platform: (i) beyond the scope of the license granted to under Section 1; and/or (ii) prohibited under Section 2. You shall not, and shall not attempt to, remove, disable, circumvent or otherwise create or implement any workaround to, any such copy protection or security features.

3.1.    Account creation. The Platform requires the creation of a user account. If you create an account, you must complete the registration process by providing Gecko with current, complete, and accurate information as prompted by the applicable registration form. You will also choose a unique username and a safe password. In case of a breach of this Section 3, Gecko may end your right to access and use the Platform, at its sole discretion.

3.2.    Use of the Platform by Minors. The Platform is not intended to be used by anyone under eighteen (18) years old or of legal age in your jurisdiction. If you are less than 18 years old or under the applicable legal age, you are not authorized to use the Platform, and we ask you that you refrain from using or otherwise access it. As such, by accepting this Agreement, you represent and warrant that you are of legal age or older. Gecko does not knowingly collect any information from individual 17 years of age or younger.

3.3.    Responsibility of the Account. You are entirely responsible for maintaining the confidentiality of your password and account. You are responsible and liable for all uses of the Platform and its content and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify Gecko immediately of any unauthorized use of your account or any other breach of security.

3.4.    Account Security. Although we are using reasonable security measures to protect your information, we cannot assure that unauthorized third parties will never be able to breach the Platform’s security measures or make improper use of your information. Therefore, you acknowledge that you are providing your information at your own risk.

3.5.    Liability for Account Misuse. To the extent permitted by applicable laws, Gecko will not be liable for any loss, including the loss of data associated with your account, that you may incur as a result of someone else using your password or account, either with or without your knowledge. You could be held liable for losses incurred by Gecko or another party due to someone else using your account or password.

3.6.    Use of Other Accounts. You may not use anyone else’s account at any time, unless with the permission of the account holder as her or his duly authorized mandatary. For clarity, if you use someone else’s account, the account owner is responsible and liable for all your actions.

3.7.    Deletion of the Account. Gecko reserves the right to delete any account that is no longer needed or otherwise inactive for a reasonable period of time upon notice from Gecko.

4.1.    White-Label Partner. This Application may sometime be provided under a white-label arrangement, meaning it may display the name, logo, and/or trademarks of another party (a “White-Label Partner”). While the Application may appear to be branded or provided by the White-Label Partner, this Agreement remains fully applicable to the Platform, Device and Subscription, unless expressively provided in writing by Gecko.

4.2.    Alternative terms and conditions. In some specific cases, the terms and conditions of the White-Label Partner may apply in addition to the Agreement or as a replacement of it. In such instances, the White-Label Partner shall be solely responsible under the applicable terms, including without limitation, for providing the relevant warranties regarding the Application and its functionality. For clarity, Gecko does not provide warranties or accept liability for obligations expressly covered by the White-Label Partner under their terms and conditions.

5.1.    Fees. To access certain features or content of the Platform, you might be required to pay specific fees (“Fees”) as set in the Platform without off-set or deduction. You shall make full payment of a one-off sum for the total Fees before the relevant access is granted by Gecko. Tax rates are calculated based on the information you provide and the applicable rate at the time of your payment. If you purchase access to a Subscription through a third party, separate terms and conditions with such third party may apply in addition to this Agreement. The Fees paid are non-refundable except if the Agreement is terminated for cause due to a breach by Gecko of its obligations pursuant to 13.2.3, and if so, Gecko will only refund the Fees pre-paid for the period during which you are unable to access your Subscription. To the extent permitted under applicable laws, all Subscription sales are final. Except as expressively provided in writing in this Agreement, Gecko does not offer any option for cancellation, termination, return, exchange, or refund. By ordering a Subscription, you agree that the Subscription is provided with no option for retraction or subsequent modification.

5.2.    Price and tax changes. Gecko may from time to time change the Fees for Subscriptions, including recurring Subscription Fees, and will communicate any price changes to you in advance on reasonable notice. Changes to applicable Fees will take effect at the start of the next Subscription period following the date of the Fees change. Subject to applicable law, by continuing to access the paid content/feature after the Fees change takes effect, you will have accepted the new Fees. If you do not agree to a Fees change, you can reject the change by unsubscribing from the applicable Subscription prior to the Fees change going into effect. Tax rates are based on the rates applicable at the time of your purchase. These amounts can change over time with local tax requirements in your country, state, territory or even city. Any change in tax rate will be automatically applied based on the account information you provide.

5.3.    Subscription Renewal and Cancellation. Your Subscription and relevant payment will automatically renew at the end of the applicable Subscription period, unless you cancel your Subscription before the end of the then-current Subscription period. The cancellation will take effect the day after the last day of the current Subscription period, and you will lose access to the relevant content and/features. Gecko does not provide refunds or credits for any partial Subscription periods.

5.4.    Special Deals and Promotions. Gecko may offer different deals, sales and promotions such as reward programs. You can stay informed of these deals via our newsletter. The sales are not a fixed component of Gecko sales range and are normally only offered for a limited time. There are separate conditions for these deals which are provided for purposes of information and participation. Insofar as Gecko offer a discount on the price of additional service or Subscription as part of this kind of deal, sale or promotion, this discount generally only applies for the minimum possible period. When the Subscription is automatically extended, you will be charged the full subscription Fees. Gecko will provide full information about this before you obtain the relevant Subscription.

6.1.    Geographic Restrictions. To ensure compliance with applicable laws, Gecko could implement geographic restrictions to the use of the Platform, its content or the Documentation. As such, you acknowledge that you may not be able to access all or some of the feature or part of the Platform or Documentation, or the content in specific jurisdictions and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform, Documentation or content outside the authorized jurisdictions as set up by Gecko, you are responsible for compliance with local laws.

6.2.    Updates. Gecko may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Gecko has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Device settings, when your Device is connected to the internet either: (i) the Platform will automatically download and install all available Updates; or (ii) you may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.

7.1.    User Content Ownership. As between you and Gecko, you retain ownership of any text, video, photos or other materials that you post on or communicate through the Platform or otherwise provide to Gecko hereunder (the “User Content”), except for the Feedback (as defined below).

7.2.    Content License. By submitting the User Content on the Platform, your grant Gecko a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, and transferable license to reproduce, publish, modify and in general use the User Content in connection with the Platform. You further agree to complete and execute any documents that Gecko may reasonably request to give full effect of this provision.

7.3.    Netiquette. At all times, when you provide any User Content hereunder, you agree not to make any statement that could be considered, at Gecko’s sole discretion, to be: (i) abusive, defamatory, hateful, racist, xenophobic, homophobic, or sexist (or any use of discriminatory language); (ii) involving vulgar, obscene or malicious language; and (iii) disclosing personal information or the confidential information of others.

7.4.    Responsibility of the User Content. You hereby agree and accept that you are solely responsible for any User Content that you provide hereunder. Therefore, you represent and warrant to Gecko that: (i) you are either the sole and exclusive owner of the User Content, or that you have all rights, licenses, permissions, consents, and releases to grant Gecko rights in such User Content; and (ii) neither the User Content nor its publication or transmission, nor the use of the User Content by Gecko violates or will violate the rights of any third-party, including intellectual property rights and publicity rights, or any law or regulation, Canadian or foreign.

7.5.    Platform Management. Gecko reserves all rights relating to the administration of the Platform, including in particular the right to delete without notice any User Content which, at the sole discretion of Gecko, does not comply with the rules set out in this Section.

7.6.    Review of the Content. You acknowledge and agree that Gecko has no obligation to review the User Content posted on the Platform, or to monitor your access to or use of the Platform, but has the right to do so, in order to ensure compliance with the Agreement, applicable laws, court orders, governmental requirements or other requirements.

7.7.    Complaint. In the event that you find that any User Content violates any of the provisions of this Section, Gecko invites you to file a complaint, which will be treated confidentially, through Gecko’s internal processes and hierarchy.

The Platform may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites, including through third-party advertising (“Third-Party Materials”). You acknowledge and agree that Gecko is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Gecko does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

For clarity, you acknowledge and understand that any technical information about products provided by a third-party, including chemical products, is considered Thirds-Party Materials.

Gecko may from time to time make products or services made available by third-party (the “Third-Party products”) directly within the Platform to you. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions and the applicable flow through provisions. Gecko shall provide you with a copy of such terms and conditions and you must agree and abide by such terms and conditions to use or access the Third-Party Products. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install or use such Third-Party Products.

9.1.    Collection and Use of Information. Gecko may, directly or indirectly through the services of others or the Platform, collect and store information regarding use of the Platform and about Devices through which the Platform is accessed and used, by means of: (i) providing maintenance and support services; (ii) security measures included in the Platform as described above; and (iii) by transfer through the Internet (the “Platform Data”). You agree that Gecko may use such Platform Data for any purposes related to any use of the Platform by you, including but not limited to: (a) improving the performance of the Platform or developing updates; (b) verifying compliance with the terms of this Agreement and enforcing Gecko’s rights, including all intellectual property rights in and to the Platform; and (c) any other use as seen relevant by Gecko, including improving existing products and services or developing new ones. As between the parties, all rights, titles, and interests in and to the Platform Data, including any and all intellectual property rights therein, shall belong to and are retained solely by Gecko. For clarity, any Platform Data that is considered personal information, as defined in Gecko’s privacy policy and applicable laws, will be collected, processed and stored according to Gecko’s privacy policy as available at https://geckoalliance.com/privacy-policy/. Notwithstanding anything to the contrary, such personal information will only be used as provided in the privacy policy and will not belong to Gecko. If you cannot consent to Gecko’s privacy policy, you understand that you may not be able to use the Platform or certain features as it might be required for its proper functioning.

9.2.    Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Gecko may also monitor your use of the Platform, collect, and compile aggregated and anonymized data sets and decision models (the “Aggregated Data”). For clarity, Gecko will implement anonymization and aggregation processes compliant with applicable laws to ensure that no personal information is part of the Aggregated Data. As between the parties, all rights, titles, and interests in and to the Aggregated Data, including any and all intellectual property rights therein, shall belong to and are retained solely by Gecko. You acknowledge and agree that Gecko may: (i) make the Aggregated Data publicly available in compliance with applicable laws; and (ii) use the Aggregated Data to the extent and in the manner permitted under applicable laws.

10.1.    Platform and Documentation. You acknowledge and agree that the Platform and its content is provided under license, and not sold, to you. You do not acquire any ownership in and to the Platform, its content or the Documentation under this Agreement, or any other rights to the Platform, its content or the Documentation other than to access and use the Platform, its content and the Documentation in accordance with the license and right granted under this Agreement, subject to all terms, conditions and restrictions as detailed in the Agreement. As between the parties, Gecko shall retain all rights, titles, and interests in and to the Platform, its content and the Documentation and all intellectual property rights arising out of or relating to the Platform, its content and the Documentation, subject to the license and access expressly granted hereunder. You shall safeguard all the Platform, its content and the Documentation (including all copies thereof) from infringement, misappropriation, theft, misuse or unauthorized access.

10.2.    Data and Trademarks. As provided above, all rights, titles, and interests in and to the Platform Data and the Aggregated Data, including any and all intellectual property rights therein, shall belong to and are retained solely by Gecko. All trademarks, service marks, logos, trade names and any other proprietary designations of Gecko or the Platform used herein are trademarks and/or registered trademarks of Gecko. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

10.3.    Feedback. If you send or transmit any communications or materials to Gecko suggesting or recommending changes to the Platform or its content, including without limitation, new features or functionalities relating thereto, or any comments, questions, suggestions, or the like (collectively, the “Feedback”), Gecko shall have the right (but not the obligation) to use such Feedback. You hereby assign to Gecko on your behalf all rights, titles, and interests in and to the Feedback and such assignment shall take effect as of the inception of the foregoing rights, titles, and interests. You agree to waive any moral rights that you have or may have in and to the Feedback. Without limiting the foregoing, you acknowledge and agree that Gecko shall have the right (but not the obligation) to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever. You further agree to complete and execute any documents that Gecko may reasonably request to give full effect of this provision.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, THE PLATFORM, IT’S CONTENT AND THE DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, GECKO, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, GECKO PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM, ITS CONTENT OR THE DOCUMENTATION WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

WITHOUT LIMITING THE GENERALITY FOREGOING, YOU UNDERSTAND AND ACCEPT THAT THE SOME OF THE CONTENT AVAILABLE ON THE PLATFORM ARE GENERATED FROM INFORMATION DERIVED FROM VARIOUS DATA SOURCES (INCLUDING USER CONTENT OR DATA GATHERED BY THE PROBE THAT MAY VARY DEPENDING ON ITS PROPER INSTALLATION) OR AUTOMATED SYSTEMS. THESE VARIOUS ELEMENTS ARE GENERALLY RELIABLE, BUT CANNOT ALL BE REASONABLY CONTROLLED BY GECKO AT THE TIME OF EACH USE. TO THE FULLEST EXTENT PERMITTED BY LAW, GECKO EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT PROVIDED AND ITS ACCURACY, INCLUDING WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR FREEDOM FROM ERROR. ALTHOUGH GECKO USES REASONABLE EFFORTS TO ENSURE THAT THE CONTENT PRESENTED IS COMPLETE AND ACCURATE, GECKO CANNOT GUARANTEE THAT SUCH CONTENT WILL BE FREE OF ERRORS, OMISSIONS, AND INACCURACIES. GECKO MAKES NO WARRANTY AS TO THE QUALITY OF THE CONTENT PROVIDED, INCLUDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR ADEQUACY OF THE INFORMATION CONTAINED THEREIN. YOU UNDERSTAND AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE USE OF THE CONTENT OF THE PLATFORM. FOR GREATER CLARITY, YOU THEREFORE ACKNOWLEDGE THAT THE CONTENT OF THE PLATFORM IS NOT INFALLIBLE AND MAY THEREFORE BE INCORRECT, UNSUITABLE OR CONTAIN ERRORS THAT COULD LEAD TO ERRONEOUS DIAGNOSES, ASSESSMENTS, AND PREDICTIONS, AND MAY THEREFORE NOT BE USED AS THE SOLE BASIS FOR ANY DECISION, PARTICULARLY THOSE AIMED AT PREVENTING OR LIMITING THE RISKS AND DAMAGES THAT MAY RESULT. YOU ACKNOWLEDGE AND ACCEPT THAT YOU ARE FULLY AND ENTIRELY RESPONSIBLE FOR THE DECISIONS MADE IN THE CONTEXT OF YOUR USE OF THE CONTENT OF THE PLATFORM, THAT IT IS YOUR FULL AND ENTIRE RESPONSIBILITY TO RELY ON YOUR EXPERTISE, KNOWLEDGE OF THE CONTEXT, CURRENT AND IMMEDIATE AVAILABLE INFORMATION, AND COMMON SENSE, TO OBTAIN RELIABLE, SUFFICIENT AND UP-TO-DATE INFORMATION AND ADDITIONAL MEANS TO MAKE AN INFORMED DECISION, AND THAT THE CONTENT OF THE PLATFORM IS ONLY AN AID TO DECISION-MAKING.

AS PROVIDED ABOVE AND WITHOUT LIMITING THE GENERALITUY OF THE FOREGOING, GECKO IS NOT LIABLE OR RESPONSIBLE FOR ANY THIRD-PARTY MATERIALS THAT MIGHT BE ACCESSED THROUGH THE PLATFORM. SUCH THIRD-PARTY MATERIALS ARE THE LIABILITY OF THE THIRD-PARTY MAKING IT AVAILABLE AND GECKO DISCLAIMS ANY AND ALL WARRANTY ABOUT SUCH THIRD-PARTY MATERIALS. FOR CLARITY, THIS MEANS THAT ANY TECHNICAL, SAFETY OR OTHER INFORMATION NOT PREPARED BY GECKO, INCLUDING INFORMATION ABOUT CHEMICAL PRODUCTS OR THE USE OF YOUR SPA, IS NOT THE LAIBILITY OF GECKO AND YOU UNDERTAKE TO ENSURE THAT SUCH INFORMATION IS UP-TO-DATE AND/OR APPROPRIATE TO YOUR SITUATION.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, GECKO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. AS SUCH AND WHERE APPLICABLE, STATUTORY PROVISIONS APPLY TO CLAIMS DUE TO DEFECTIVE SERVICES AND YOUR CONSUMER RIGHTS REMAIN UNAFFECTED IN ANY CASE.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAWS, YOU ACKOWLEDGE AND UNDERSTAND THAT GECKO CANNOT BE HELD LIABLE FOR ANY PROBLEMS, ERRORS, FAULTS, DEFECTS OF THE PLATFORM OR ITS CONTENT IF YOU FAILED TO PROPERLY INSTALL THE NECESSARY PROBE CONNECTED TO THE PLATFORM. YOU ACKOWLEDGE THAT FAILURE TO PROPERLY INSTALL THE PROBE WILL BE YOUR SOLE AND ENTIRE RESPONSIBILITY AND THAT ANY CONSEQUENCES OF SUCH FAILURE WILL BE YOUR SOLE AND ENTIRE RESPONSIBILITY.

INSOFAR AS YOU ARE PROVIDED WITH GUIDES OR INSTRUCTIONS IN CONNECTION WITH THE PROBE CONNECTED TO THE PLATFORM OR ANY OTHER MATERIAL COMPONENTS IT IS IMPERATIVE THAT YOU FOLLOW THEM. OTHERWISE, YOU RISK BEING INJURED AND YOUR GENERAL HEALTH AND ACCEPT ENTIRE AND COMPLETE LIABILITY FOR SUCH DAMAGES.

INSOFAR AS YOU USE EQUIPMENT, PRODUCTS OR TOOLS IT IS YOUR RESPONSIBILITY TO ENSURE THAT SUCH EQUIPMENT, PRODUCT AND TOOLS ARE IN GOOD WORKING CONDITION AND INSTALLED, USED AND/OR SET UP PROPERLY. YOU NEED TO OBSERVE AND RESPECT ANY RELEVANT HEALTH SAFETY NOTICES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GECKO OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFIORM OR THE CONTENT FOR: (i) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES; (ii) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR YOUR ACCESS TO THE CONTENT OF THE PLATFORM. IF YOU ACCESSED THE PLATFORM AND ITS CONTENT FREE OF CHARGE, GECKO’S LIABILITY WILL BE LIMITED TO FIVE HUNDRED CANADIAN DOLLARS (500$CAD) OR ITS EQUIVALENT IN ANOTHER CURRENCY.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR GECKO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, GECKO’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

13.1. Term. The term of this Agreement begins when you click the “Accept” button or start using the Platform and, unless terminated earlier pursuant to this Agreement’s express provisions, will continue until you stop using the Platform (the “Term”). For clarity, you understand that the Subscription term can be shorter than the Term and that you may be allowed to use the Platform for a longer period of time than your Subscription (e.g., access to free content or feature without having any Subscription). As stated above, you acknowledge that the Subscription term will automatically renew for additional successive terms unless earlier terminated pursuant to the terms of Section 5.

13.2. Termination. You can terminate this Agreement as provided herein:

13.2.1. You can terminate this Agreement if you stop using, uninstall and delete the Platform. This termination will not entitle you to any refund.
13.2.2. Gecko may terminate this Agreement, effective on written notice to you, if you breach your obligations pursuant to this Agreement.
13.2.3. You may terminate this Agreement, effective on written notice to Gecko, if Gecko materially breaches this Agreement and such breach: (A) is incapable of cure; or (B) being capable of curer, remains uncured thirty (30) days after you provide Gecko with written notice of such breach. If you have an active Subscription, this Subscription will terminate at the same time and Gecko will refund you the prepaid Fees for the period during which you cannot access the Subscription due to this early termination.
13.2.4. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, liquidator or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

You agree to indemnify, defend, and hold harmless Gecko and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Platform and its content or your breach of this Agreement, including but not limited to the User Content you submit or make available through this Platform.

15.1.    Export Regulation. The Platform may be subject to export control laws. You shall not, directly or indirectly, export, re-export or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule or regulation. You shall comply with all applicable federal and national laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export licence or other governmental approval), before exporting, re-exporting, releasing or otherwise making the Platform available pursuant to the terms of this Agreement.

15.2.    Survival of Provisions. The provisions that by their nature should survive termination of this Agreement shall survive termination, including ownership and disclaimers of liability.

15.3.    Assignment. You cannot assign or transfer this Agreement or any rights or obligations thereto.

15.4.    Privacy. Your use of the Platform is subject to Gecko’s Privacy Policy which governs our use of your personal information. The Privacy Policy is expressly made a part of this Agreement.

15.5.    Entire Agreement. This Agreement, together with the Privacy Policy, constitutes the entire and exclusive understanding between the Gecko and you regarding the Platform and the Documentation and shall supersede and replace any and all prior oral or written understandings or agreements between Gecko and you.

15.6.    Governing Law. To the extent permitted under applicable laws, this Agreement is governed by and construed in accordance with the internal laws of the Province of Quebec, Canada without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Platform shall be instituted exclusively in the courts of the Province of Quebec. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND GECKO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Gecko agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

15.7.    Limitation to File. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

15.8.    Waiver; Severability. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, the other provisions of this Agreement will remain in full force and effect.

15.9.    Contact us. Gecko appreciate your comments, questions, and feedback, which may be sent to https://geckoalliance.com/contact/.

15.10.    Modification of the Agreement. Gecko may make changes to the Agreement (including any additional terms and conditions incorporated by reference herein) from time to time by notifying you of such changes by any reasonable means (before they take effect), including by posting a revised Agreement on the Platform (provided that, for material changes, Gecko will seek to supplement such notice by email, an in-service pop-up message, or other means). Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement, or other terms and conditions, incorporating such changes, or otherwise notified you of such changes. Your use of the Platform following any changes to the Agreement will constitute your acceptance of such changes. If you do not wish to continue using the Platform under the updated Agreement, you may terminate your account by contacting us. The effective date set forth at the top of this document indicates when the Agreement was last changed.

15.11. Language. It is the express wish of the parties that this document and all related documents, including notices and other communications, be drawn up in the English language. Il est la volonté expresse des parties que ce document et tous les documents s’y rattachant, y compris les avis et les autres communications, soient rédigés et signés en anglais.